Few Bailed Out Fat Cats Will Get Pay Cuts

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Wall Street typically finds ways to exploit loopholes and figure this time will be no different.

Updated at 9:15 AM EST on Thursday, Feb 5, 2009

NEW YORK — The squeeze on big paydays for executives of bailed-out banks will probably leave Wall Street plenty of wiggle room.

Consultants on executive pay say the caps imposed by President Barack Obama on Wednesday will probably apply only to a few executives — not star traders, brokers and salespeople who routinely earn whopping pay packages.

Others note Wall Street typically finds ways to exploit loopholes and figure this time will be no different.

"You've got a lot of people on Wall Street who are not executives but still make extremely big salaries," said Mark Borges, a principal at compensation consulting firm Compensia Inc. "I suspect this doesn't impact them at all."

The new rules require banks that receive "exceptional assistance" from the government to cap salaries, including cash bonuses, at $500,000 for senior executives.

If those firms wanted to pay their executives more, they would have to use stock that couldn't be sold until the bank had repaid the bailout money. The rules apply only to the future, not to banks that have already received bailout money.

Healthier banks that will receive bailout money technically would also face the $500,000 cap. But they could avoid it by providing full public disclosure and holding a nonbinding shareholder vote.

The White House is trying to stem rising public concern that financial firms are using billions in federal bailout dollars to pay for executive bonuses, corporate junkets and other perks.

"This is America. We don't disparage wealth. We don't begrudge anybody for achieving success," Obama said. "But what gets people upset — and rightfully so — are executives being rewarded for failure. Especially when those rewards are subsidized by U.S. taxpayers."

The salary caps could also have other consequences — sending would-be U.S. bank executives fleeing to foreign firms or hedge funds, or discouraging banks from tapping into the bailout money.

And there are still unanswered questions about the salary caps. For example, the rules do not define what constitutes "exceptional assistance" from the government.

But the rules note that injections of federal cash similar to those given to JPMorgan Chase & Co. and Wells Fargo & Co., which each got $25 billion in bailout money, and many other banks would not necessarily trigger the new salary caps.

By contrast, far more costly emergency bailouts, such as the $100 billion given to American International Group Inc. and the $40 billion given to each Citigroup Inc. and Bank of America Corp., would qualify as "exceptional assistance" and would subject such institutions to pay restrictions.

And the rules don't spell out how many executives would be subject to the cap. Compensation experts predicted anywhere from five to 25 executives per bank could face the new restriction. That would still represent only a tiny fraction of a large firm's brass.

Still, the $500,000 limit will hit some executives in their wallets.

In 2007, Bank of America CEO Ken Lewis received compensation valued at more than $20.4 million, according to a regulatory filing. That included $1.5 million in salary and more than $18 million in bonus, stock and option awards and other benefits.

Executive pay consultants say firms are sure to seek ways to get around the new rules anyway.

That's what happened in 1993, when Congress limited the corporate tax deduction on executive pay to $1 million. That move fed the boom in stock option grants, which weren't subject to the limits.

And the new rules would still allow big restricted stock awards — they'd just postpone the payoff. So executives could still walk away with big money if their firms eventually repaid the government.

"There's plenty of wiggle room," said David Schmidt, a senior consultant on executive pay at James F. Reda & Associates. "There's no constraints below the senior executive level, so the question becomes, will the restrictions trickle down?"

On the other hand, with public anger growing over corporate excess, some compensation experts doubt Wall Street firms would risk incurring even further wrath by trying to get around the rules.

"They would get eaten alive if they tried to cheat," said Alan Johnson, managing director of compensation consulting firm Johnson Associates. "No one is going to be that stupid."

Others worry the salary caps will spark an exodus of star performers just when they're needed to lead ailing firms out of the abyss.

"We've always been a society where extraordinary work led to extraordinary payouts," said Alexander Cwirko-Godycki, research manager at Equilar Inc., an executive compensation research firm.

For many on Wall Street, the idea of capping pay is "a very foreign concept," Cwirko-Godycki said.

But will the tougher rules really force Wall Street executives to flee?

Analysts say the most elite bankers could decide to quit, along with key associates, and start boutique firms rather than accept big pay cuts. Others could defect to foreign banks or hedge funds without pay restrictions.

Should they leave bailed-out banks, though, formerly well-paid executives will find the outside opportunities aren't what they used to be.

In years past, "I would see a lot of them walking out the door. Today, I am not sure where they would go," said Richard V. Smith, senior vice president at Sibson Consulting.

Still, others worry the caps on pay could influence elite-performing Wall Street workers to forgo ambitions of rising to the executive suite.

"It will certainly encourage those performers down below to say 'I don't want a promotion,'" said Patrick McGurn, special counsel at RiskMetrics, a corporate governance advisory firm.